Aura Minerals to Acquire Bluestone Resources
Transaction Highlights
- Aura will be acquiring a 100% interest in Bluestone's
Cerro Blanco gold project ("Cerro Blanco ") and the adjacent Mita Geothermal project ("Mita Geothermal"). - Bluestone valued at approximately
C$ 0.50 per Bluestone Share, representing a 51% premium to spot and a 40% premium to the volume weighted average price ("VWAP") of the Bluestone Shares on theTSX Venture Exchange (the "TSXV") for the 25 day period endingOctober 24 th, 2024, to be paid in a combination of cash or Aura shares on closing and a contingent value right ("CVR"), representing a total enterprise value of up toUS$74.3 million .i - Pursuant to the Transaction, for each Bluestone share held, Bluestone shareholders will be able to elect to receive upfront consideration on closing consisting of either: (i) a cash payment of C$0.287; or (ii) 0.0179 of an Aura common share, subject to proration; or a combination of both. The upfront consideration will be subject to maximum aggregate Aura shares issuable of 1,363,272 (representing 50% of the upfront consideration).
- Bluestone shareholders will also receive a CVR providing the holder thereof with the potential to receive a cash payment of up to an aggregate amount of C$0.2120, for each Bluestone share, payable in three equal annual installments upon
Cerro Blanco achieving commercial production. - The Transaction was unanimously approved by Bluestone's Board of Directors and by Aura's Board of Directors.
- The Transaction will be subject to the approval by Bluestone securityholders at a special meeting of Bluestone securityholders and subject to the receipt of certain regulatory, court,
TSXV and Toronto Stock Exchange ("TSX") approvals, and other closing conditions customary in transactions of this nature.
Benefits to Bluestone Shareholders
- Total consideration premium of 40% to the 25-day VWAP of
Bluestone Shares on the TSXV as ofOctober 24, 2024 . - Partnership with an established multi‐mine producer and developer with last twelve-month production of 270,000 gold equivalent ounce ("GEO"), of which about 25% from copper production, and with a plan to achieve 450,000 GEO with a common operating philosophy and record of fiscal discipline, high ESG standards and a proven history of shareholder value creation.
- Aura has seamlessly integrated its operations in the local communities in which it operates. Aura has developed and is operating mines in
Honduras ,Mexico , andBrazil . It owns a significant operation 230 km from Cerro Blanco inHonduras , which provides a deep understanding of the local environment, a crucial factor for the successful development of theCerro Blanco ore body. - Bluestone shareholders have the option to receive either (i) a cash payment of C$0.287 for each Bluestone Share held; or (ii) 0.0179 of an Aura common share for each Bluestone Share held, subject to pro-ration; or a combination of both.
- The CVR consideration provides additional exposure to the development of
Cerro Blanco in the form of future contingent cash payments subject toCerro Blanco achieving commercial production thresholds. - Aura has the financial capacity to finance the development of Cerro Blanco with minimal or no future dilution. Its Latin American experience, strong balance sheet, and robust free cash flow generation support the company's development and exploration initiatives while still paying dividends.
- Meaningful ongoing exposure to future value catalysts across the combined asset portfolio, including Aura's assets and Bluestone's
Cerro Blanco gold project.
Benefits to Aura Shareholders
- Reinforces Aura's growth pipeline to go beyond 450,000 GEO in the next few years, including a mix of gold and copper (in the last twelve months, about 25% Aura's revenues came from copper production), with a new potential flagship asset in line with Aura's strategy to continue to build its business.
- Potential for a significant increase in the Mineral Resources base of Aura.
- Potential synergies as Cerro Blanco is approximately 230 km from the Minosa operating mine in
Honduras and Aura's extensive Latin American presence and knowledge. - Aura to work in partnership with local stakeholders to develop Cerro Blanco.
Transaction Details
The Transaction will be completed pursuant to a court-approved plan of arrangement under the Business Corporations Act (
The Arrangement Agreement includes customary deal protections, including a non-solicitation covenant on the part of Bluestone (subject to customary fiduciary out provisions) and a right for Aura to match any competing offer that constitutes a superior proposal. The Arrangement Agreement includes a termination fee of
All officers and directors of Bluestone, along with Nemesia S.à.r.l. and
Full details of the Transaction will be included in the management information circular of Bluestone, expected to be mailed to shareholders and filed on www.sedarplus.ca. Closing is expected to occur in
Board of Directors and Special Committee Recommendations
The Arrangement Agreement has been unanimously approved by the Board of Directors of Bluestone, following the unanimous recommendation of a Special Committee of independent directors of Bluestone (the "Special Committee"). Bluestone's Board of Directors unanimously recommend that the Bluestone securityholders vote in favour of the Transaction.
Advisors and Counsel
About Aura Minerals Inc.
Aura is focused on mining in complete terms – thinking holistically about how its business impacts and benefits every one of our stakeholders: our company, our shareholders, our employees, and the countries and communities we serve. We call this 360 Mining. Aura is a mid-tier gold and copper production company focused on operating and developing gold and base metal projects in the
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Forward-Looking Statements
This news release contains certain "forward-looking information" and "forward-looking statements", as such terms are defined under applicable securities laws (collectively, "forward-looking statements"). Forward-looking statements can be identified by the use of words and phrases such as "plans", "expects" ,"is expected", "budget", "scheduled," "estimates", "forecasts", "intends", "anticipates" or "believes" or variations (including negative variations) of such words and phrases, or state that certain actions, events or results "may", "could", "would", "might" or "will" be taken, occur or be achieved. Forward-looking statements herein include, but are not limited to, the expected benefits of the Arrangement, statements with respect to the consummation and timing of the Transaction; approval by Bluestone's shareholders; the satisfaction of the conditions precedent of the Transaction; timing, receipt and anticipated effects of court, regulatory and other consents and approvals and the strengths, characteristics and potential of the Transaction. These forward-looking statements are based on current expectations and are subject to known and unknown risks, uncertainties and other factors, many of which are beyond Aura's ability to predict or control and could cause actual results to differ materially from those contained in the forward-looking statements. Specific reference is made to Aura's most recent Annual Information Form on file with certain Canadian provincial securities regulatory authorities for a discussion of some of the factors underlying forward-looking statements, which include, without limitation, volatility in the prices of gold, copper and certain other commodities, changes in debt and equity markets, the uncertainties involved in interpreting geological data, increases in costs, environmental compliance and changes in environmental legislation and regulation, interest rate and exchange rate fluctuations, general economic conditions and other risks involved in the mineral exploration and development industry. Readers are cautioned that the foregoing list of factors is not exhaustive of the factors that may affect the forward-looking statements.
All forward-looking statements herein are qualified by this cautionary statement. Accordingly, readers should not place undue reliance on forward-looking statements. The Company undertakes no obligation to update publicly or otherwise revise any forward-looking statements whether as a result of new information or future events or otherwise, except as may be required by law. If the Company does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements.
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i Estimated net debt on transaction close of |
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